


Of Monsters and Men

by neverweremine



Series: More Spider Than Man [1]
Category: Ultimate Spider-Man (Cartoon 2012)
Genre: Angst, Body Horror, Captivity, Gen, Not Canon Compliant
Language: English
Status: Completed
Published: 2020-08-11
Updated: 2020-08-11
Packaged: 2021-03-06 04:26:58
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 1
Words: 10,068
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25837234
Author URL: https://archiveofourown.org/users/neverweremine/pseuds/neverweremine
Summary: "You hear that, Ock? You're dumb and your doctorate is fake," said Peter triumphantly. He deflated. Great, now he was talking to himself - or he had been a few times, but this time felt truly pathetic.
Series: More Spider Than Man [1]
Series URL: https://archiveofourown.org/series/1876846
Comments: 5
Kudos: 29





	Of Monsters and Men

**Author's Note:**

  * For [Phoebe_Bumbleflip](https://archiveofourown.org/users/Phoebe_Bumbleflip/gifts).



> Commission for Phoebe_Bumbleflip.

A burst of light. Peter wrenched his eyes open only to find himself in a place he'd never been before. Again. Let's see… shackles? Check. Uncomfortable standing position? Check. Ominous super villain standing several feet away, ready to go on an evil monologue? Check and check. Peter tugged his hands and feet until the metal dug into his skin, but he'd been strapped in tight and the shackles had little give. Even with his spider strength, he couldn't rip himself free.

His captor tutted. "Won't be getting out of this one so easy, Spider-Man." Ugh. Doc Ock. Couldn't he have been kidnapped by someone less...gross? Suppressing a shudder, he set himself to reorienting his memories while his mouth went on autopilot.

"Is that so?" Think. Was it a school day? No, it was the weekend. He remembered because instead of eating the gunk at Midtown High, he had a good pizza from Eddie's. Yes, it was the weekend and he had been patrolling…

"It's so."

"Are you sure?" He had asked if the others wanted to join, but Ava wanted to get started on her book report and nagged him to do the same, Luke and Danny had some… Luke and Danny stuff they had to do, and Sam said he'd rather drop dead then do a solo patrol with him, so Peter headed out alone.

"Positive."

"Have you double-checked?" He had been somewhere down East 34th street when he heard a cry for help. He, being the upstanding and wonderful superhero he was, went to check it out, landing on the wall of an alley where the cries came from except… except the alley was empty. Someone was calling, "Help! Someone, please help," but the alley housed only stray rats and graffiti while his spider-sense kept growing louder and louder until something stung his neck and then-

"Enough of your cheek. I'm the one with all the cards. I've taken your web-shooters, jammed and dismantled your communicator, and those shackles were made specifically with you in mind. Look at you," a rotten smell filled his nose and hit his chin - his bare chin, Peter realized with growing horror, "don't even have your mask and you're talking so bravely. A couple of hours through my new face recognition program and we'll see where that brashness leads you."

The burst of light, Peter zoned in on the plain, cheap-looking camera grasped between three sharp pincers. A photo. Doc Ock had taken his photo. He had a face recognition program that would probably spit out his whole life story right down to his address and phone number and relatives.

"You won't get away with this!" roared Peter. He strained himself against the cuffs, his body bucking, wild and desperate against his confinements. "I'll stop you. I'll get out of here and when I do-" His threat was interrupted by another flash of light. Doctor Octavius lowered the camera from his eye with a smirk.

"Oh, how the mighty have fallen," he gloated in his creepy monotone. "Now if you'll excuse me, I have a few photos I need to upload."

"Get back here, Octavius!" yelled Peter. His heart raced against his neck, his chest, the inside of his wrist, the cuffs were creating red rings around his rest, the lights grew luminescent under his panic, but none of that mattered. He had to keep Doc here - distract him, trick him, beg him not to leave - but his web-shooters had been taken and Doc Ock was already at the door.

"Oh, and Spider-Man?" His teeth were visible even from here, crooked and uneven but sharp, "Do have fun."

The door wooshed close behind him and a computerized click signaled a lock falling into place. He was alone.

"Dammit!" Peter screwed his eyes tight. A dream. This had to be a dream, or more likely, a nightmare. He'd had a few like these before, waking in a bad guy's lair sans mask, everyone he knew and loved put in danger. It was a classic 'wake up in sweats at 3 in the morning' nightmare. All he had to do was wake himself up and it would be all right. He pulled at his wrists once more until the sharp metal rubbed against his raw skin, sending waves of pain and discomfort down his arm. Not a nightmare then. Peter shivered. He couldn't give up. Opening his eyes, he searched for a way out in whatever hole he'd been dumped in.

The room was small and clinical, filled with sterile black countertops and gleaming silver glassed cupboards containing beakers and chemical compounds with labels too small to read. A lab. He'd been put in a lab. There had been a time when labs filled Peter with excitement, but the more he fought evil scientist types and woke up in pungent ammonia-odored labs, the more deadened he was to the thought.

"Let's see… one exit. No windows. Huh. Let me guess, I'm underground too." His words came back to him in a slight echo with a humming fridge in the far corner as the only other backdrop. "At least this place has great acoustics."

His eyes swept the room for specifics. A lone boxy computer sat opposite him at the far side of the room, its screen blank but the little circular button on its monitor and tower lit yellow. On, but asleep. Guess Ock wasn't much of a screensaver guy. Either way, the computer could be useful, there had to be some info in there or maybe he could call for help if it was connected to the internet, but first, he'd have to escape his shackles.

Peter strained his thighs as he tried to kick his ankle cuffs, hey you never know, but prior experience told him swollen ankles were not conducive to a good escaping experience, and so he stopped before he could do too much damage. In doing so though, he caught a brief glimpse of a familiar flash of red. His web-shooters, mask, and SHIELD communicator laid in a utility cart a few feet left of him. The comm was off, the web-shooters and tracker smashed, but the mask was intact. Laying next to his things was a singular empty syringe. A ghost of a sting lingered on Peter's neck, throbbing in remembered pain. He suspected it wouldn't be long until he started having a fear of needles either.

"Codename: Spider-Man. Code: Red 0862. Please respond."

The communicator's face remained blank.

"Spider-Man to SHIELD HQ. Code: 01AM5Z. Code red. Really need your help guys. I know it's the weekend and all, but if you could come get me before Doc Ock finds out my secret identity, that would be really splendid."

No response.

"I'm serious, if you don't answer right now I'm going to - to - I don't know, _cry_ , and all of you are going to hear it and you'll feel miserable and uncomfortable and I'll feel miserable and uncomfortable and…"

The communicator remained silent. Peter cursed under his breath. Okay, whatever. They'll notice he's missing...soon - ( but would it be soon enough?) - and come for him. (How would they know where to find him without the communicator's tracker?) In the meantime, he wasn't some damsel in distress. He took a closer look at the shackles. 'Twas standard futuristic sleek nonsense with a ring of glowing purple in the middle. Were the lights just for super-villain flare, or were these shackles extra strong because they were being supercharged? He had bets towards the latter.

Twisting his body, Peter searched for the power source. Bingo. A single thick cord ran from the platform he was on to a hole in the wall. There wasn't a plug or anything, which suggested permanence, which suggested that either Doc Ock was very hopeful for his capture, or he wasn't the first victim to this thing and Doc Ock had no problem doing science with a live captive audience. Gross. On the upside, with a wire that big, the cuffs were definitely capable of being turned off. Tsk. Villains nowadays had no appreciation for making their own new super-strong durable metal cuffs, instead relying on _electronics_.

So the plan was thus: first, find a way to unplug or cut the wire, thus setting him free. Second, see if he can fix the communicator and call for help. Third, if that doesn't work, get on the computer and see if he can't deal with the face recognition problem from here or, barring that, find out where he could deal with that. Fourth, go deal with that. Fifth, escape. Sixth, hide his Aunt May and everyone else he's ever held dear somewhere far, far away from here in case something goes wrong because something _will_ go wrong. Switch names just in case. Have a normal life raising alpacas in Switzerland or something.

But first, he had to figure out how to destroy the power.

No chains were holding him up, the cuffs protruding out of the circular platform with little to no slack, and the only thing remotely sharp being a pair of forceps sitting on the central countertop. Three colorful chemicals were sat in their respective beakers on the counter to his right, but they were too far, and even if they weren't, they were unlabeled. Who knew what mixing them might do? Might cause enough of a chemical reaction to eat through the wire, might do nothing, might create a gas cloud that will kill him in two seconds flat.

Peter hung his head. He should've taken Ava's advice and just done his homework.

.

The lights pierced through his skull and the fridge's incessant humming was dragging like nails against his eardrums. The lab had gotten colder and Peter's nose, fingers, ears, and toes were so numb, it was a miracle they hadn't fallen off. Was this the doc's new form of torture? Blind the spider to death and then freeze him? He had become so numb that his entire body shifted with pins and needles and it grew under his skin with each passing second. Any shifting made it ten times more unbearable, and so he stood still, though it wasn't like he had much of a choice.

.

Was it better or worse that he didn't know the time? This was a lab, wasn't it? Most labs were filled with time measurement tools: egg beater timers, clocks, watches; how else do you remember when to check the centrifuge or a sample in the fridge? But no, there was no roman numeral clock over the door or an alarm clock or - Well, everything was digital nowadays, wasn't it? Doc Ock probably had a phone or all his reminders were on the computer. Maybe that was why it was still on.

It occurred to Peter that he had no idea how long he'd been gone between the alley and waking up in the lab. It couldn't have been more than a day. An hour or two, at most. His team had probably noticed he was gone by this point. Yeah, any second they'd come busting in.

And any second now, Doc Ock could find out his secret identity. How long did it take someone to search a database full of faces? How long did it take when you could narrow the search down to the residents of New York? Sure, 8 million people was a lot to go through but in the grand scheme of things, was it really?

A cold sweat broke over Peter's brow. How long until there was only one face on the monitor? Until his life story was bare for all to see? Until something happened to Aunt May? "I'm sorry," he whispered to the too-bright lights above him. "I'm so sorry, I never meant to drag you into this."

What was the point? It was over. He became Spider-Man to protect others but he couldn't even protect those closest to him. Even if he escaped, there was nowhere to run. He could lock Ock up, put him on the Raft or ask SHIELD to put him in the deepest, darkest prison they had, but Ock was crafty and he escaped capture more times than Peter could count. They'd have to move out of their home to truly be safe, leave the creaky stairs and the old floral curtains, and the Parker name behind because there was no such thing as erasing memories…

' _But,'_ said a voice in his head, similar to the little pretend devil that sat on Peter's shoulder except... _more_. 'But,' it said in a low growl, 'there are ways to get rid of pesky memories.'

Peter shuddered. His brow weighed heavy with sweat. "I'm not a killer," he stated. "I swore I never would be." He made his choice when he let the burglar go and he swore he'd stick by that choice. Yes, there was some scum the world could do without, and there had been a few times where he'd been tempted, but he'd never… With great power comes great responsibility, he reminded himself.

'This is different,' the voice hissed. 'Uncle Ben was already dead when you got there but Aunt May is alive. You have a responsibility to her, to protect her and prevent any harm coming to her, and the surest way to ensure that is -'

Peter shut his eyes and shoved the intrusive voice out of his head. 'Don't think,' he repeated. 'Don't think. Don't think about it anymore.'

(If only it were that easy.)

.

The cold faded away as the prickles under his skin grew more prominent. At first, he'd blamed it on being in one position for too long, but then the doc's farewell ran through his mind and it became clear he didn't mean 'have fun being trapped in this small little room with no entertainment' because that would've been too nice. No, just because his entire body was strung up still in his suit didn't mean he couldn't tell the differences. Namely, a curious constrained feeling under his suit, like it had shrunk somehow, and a tingling sensation up his arms. Something was happening to him and it couldn't be good.

The obvious answer was experimentation. It would explain the setting. Peter shivered as he imagined his unconscious body being pricked and prodded by Doc Ock. Knowing the good doc, the results wouldn't be pretty or painless. That was all right though, Connors could cure him. Connors was quintuple the scientist Ock was - and bonus, he actually had a doctorate. Did Doc Ock have a doctorate? … He didn't know. There had to be a reason why he called him 'doc' but he'd forgotten if it was a spur of the moment thing or if Ock had one and he'd forgotten. Whatever. Even if Doc Ock did have a doctorate, it was probably some lame evil one he got from some dumb, evil super-villain college.

"You hear that, Ock? You're dumb and your doctorate is fake," said Peter triumphantly. He deflated. Great, now he was talking to himself - or he had been a few times, but this time felt truly pathetic.

He lifted his head. The worst thing about being held captive, besides the pins and needles and inevitable numbness, was that you always inevitably got an itch you could never scratch. This time his itch came from the irritated area around the cuffs. Peter did his best to bend his fingers to reach the affected area, but it only throbbed harder. He flexed his wrist and…

… dropped his jaw as the itch disappeared, only to be replaced by a string of web hanging from the ceiling.

"Did I -?" Peter quickly shut his mouth. There weren't any cameras he could spot in the lab, but with a limited view of the room and the knowledge that no good, evil super-villain would be so obvious on surveillance, he couldn't be too sure. He waited. When no spider-sense or click-clack of mechanical arms came, he stared at the web in amazement. The webs were his creation, a chemical compound he'd made under lamplight. He had never been able to - Did this mean he had spinnerets? But how -?

It had to be the experiment. It was changing him more than he thought, or maybe unlocking bits of spider DNA previously locked for whatever reason. Organic webbing… It was gross if he thought about it too much, but very useful. Turning his attention to the other hand, Peter registered a similar itch growing under his wrist. Peter flexed his wrist and willed it out. No luck. Was there not enough buildup? What were these things even made out of?

Questions for later. For now, he needed to know if he could shoot these out of both ends.

.

.

.

God, that sounded wrong.

A few more tries and he was able to shoot webs from both arms as easy as if they were his web-shooters. How convenient that these new webs replaced their old spot on his wrists instead of, say, a less fortunate location. Now for the tough part. He had to cut the power somehow and in the however-many-hours he'd been here, the only thing worth trying was knocking over the chemicals and hoping for the best. Sorry forceps but you're just not _cut out_ for the job.

He sent a silent apology to Mrs. M, who would be so disappointed he was once again forgoing her lab safety lectures, before twisting his wrist - ow, ow, ow - into a better position. He needed to do this right. There were three beakers on the counter and he either had to really quickly get them down one by one or get them in one fell swoop. Had to get the aim right… Ey, batta, batta -

SWING! Peter bit his lip to stifle the cheer that rose in his throat. He got two beakers. Hopefully, they'd be all he needed and the liquid would do the job without electrocuting him or something equally terrifying. An image of a miniature fried Spider-Man burst into his mind, char lines emanating from his tiny chew-toy body, but he waved it away. It was this or nothing. Stretching his fingers, Peter curved them under his web and inched the silk back until it became taut. He only had one chance and not a lot of room so it had to count.

He yanked. Hard. The beakers fell with a clatter, unknown chemicals spilling across the floor. One beaker shattered on impact, its contents splattering everywhere, but the other beaker survived the fall and rolled in the exact opposite direction he needed, bumping against the central counter.

"Oh, come on." He twisted his neck to view the wire. It was coated in the first liquid but there were no sparks, no stutter of the cuffs' lights, nothing. He stared at the last beaker. Last chance. The web that still connected him to a broken shard of glass fell away as he flexed whatever new muscle had formed under his skin. (Best not to think about that.) He strained against the cuffs, aimed, and shot once more. Missed.

(Focus. He had to focus. Gotta get out of here. Have to.)

He aimed and shot again. Hit.

Taking in a deep breath, Peter carefully weaved the webs between his fingers and pulled it taught once more. He licked his lips. Bright blue unidentifiable liquid sloshed against the glass' rim as he tugged the beaker to the counter's edge. He yanked.

The beaker crashed to the ground and the chemical flew past his ankles, landing on the wire with gusto. It wasn't long until a burning filled his nose, like sulfur. The protective insulating layer of the wire started disintegrating under whatever acidic compound he created.

"Well, what do you know?" He smirked as the inner wires frayed and broke. The purple lights cut out and Peter braced himself as the cuffs popped open. He fell to his knees, ow, and everything ached, but he ignored his screaming body in favor of hobbling over to the utility tray. He grabbed his mask and pocketed it in his waistband, then poked at the web-shooters. They were smashed to pieces and web fluid leaked all over. No saving that. The SHIELD communicator was better off but had been dismantled into its tiniest pieces. It'd take ages to find the tools to fix it, much less the act of fixing it.

Ignoring the communicator for the time being, Peter moved onto the computer, the OsCorp computer. He would know that familiar Os symbol anywhere. What was an OsCorp computer doing here? But then again, it wasn't like Os computers didn't make up a quarter of the consumer market, or so said Norman during one of the many dinners at the Osborn penthouse.

Ignoring the coincidence, Peter shook the mouse and cheered his luck. The computer hadn't asked for a password. Bad guys' computers _always_ asked for passwords, which either meant Doc Ock didn't set one for this computer or didn't bother checking the security setting that asked for passwords after the computer went to sleep…

...which either meant this computer had nothing worth setting a password for, or this was a trap.

He backed away from the computer. Repairing the communicator sounded good right about now. He turned to fish through the drawers and cabinets for small screwdrivers and a lot of duct tape, but then he glanced at the bottom right of the screen. 9:05 PM. It was 9:05 PM. Last time he checked it had been 2 in the afternoon. He had 7 hours unaccounted for. How long had he been out? How long had he been awake? How long ago did Ock leave with his photo?

How long until he came back to check on him?

He needed to leave.

The door had no knob or keypad. Peter pressed his foot on what he assumed was a pressure pad but the doors didn't budge. Locked. Okay, no big deal. Vents it was, he just had to search for them.

After a thorough search of the room, he concluded that there was only one vent in the lab, located atop the fridge and too small to fit through unless he shrunk to actual spider size - which was a real hazard by the way. What if there was an accidental gas leak, or dangerous chemical fumes, or a fire? No real scientist with a doctorate would experiment in such deplorable conditions. Did this place even have sprinklers? He glanced up. Yeah, those were sprinklers. At least he had that down.

Caught without an exit plan - which was tomfoolery, everyone knew bad guy lairs should have human-sized ventilation holes, it was Bad Guy 101 - Peter turned back to the computer. "Welp, guess you're my only option left. Please don't be a trap. Please don't be a trap."

A quick run through the computer revealed that Doc Ock had the plainest, boring-est desktop wallpaper ever and knew better than to connect his lab PC to a network. He couldn't find any facial recognition program either. Monkey feathers. On the bright side, the computer was connected to the door. With a simple click of the mouse, the circular light above the door turned green and the door swished open…

… revealing a very angry Doc Ock.

"How did you -?"

He shot his web at the good doctor's face. Ock spluttered but it wasn't long until the webbing was ripped off. His eyes darted to the utility tray where the smashed web-shooters still lay. "You didn't have these before, did you?" Octavius mused in a tone a touch too smug for Peter's liking.

"Do you think I'd tell you if I did?"

"Touche."

A mechanical arm surged forward and Peter was almost blown off his feet from the strength of his spider-sense, sending a pulse through his head and locking his spine. Back flipping out of the way, he shot as many webs as he could at the doorway but even with two-thirds of it covered, it only took three swipes from Octavius's saw blade attachment for it to come apart.

"Come now, Spider-Man, are you sure you want to fight so boldly when I know your face?"

"I'm fighting this boldly _because_ you know my face." Peter snatched two of the attacking arms and tugged, forcing Octavius into the cramped room on two unbalanced legs, and with the grace of an Olympian gymnast, Peter shot one last web at Octavius' face before vaulting over him and out the door.

The hallways were the same cold gray as the lab and had an almost too-spacious quality to them that had Peter suspicious of a larger organization at play; that is, before he remembered that Doc Ock was as introverted as they came and he probably needed a lot of walking space with his long arms. He ran the corner, down a long hall, and then found himself in a crossroads; the constant click-clack of Ock's metal pincers becoming synonymous with the Wheel of Excuses' spinning, growing louder and louder. C'mon, C'mon…

Aha! Bad Guy 101: there's _always_ a human-sized vent hole.

"Where did you go?" growled Ock. He stopped at the center of the four-way stop, turning and repositioning like a video game guard or a pokemon trainer searching for a battle. Peter allowed himself a brief respite to imagine a pokemon battle between him and Doc, he'd probably have a bunch of Tentacruel, Tentacool, and Octillery, before crawling away.

.

The vents were humid and muggy, a vast difference from the cold air that had been pumped into the lab. Did Ock know he was in the vents? Was he trying to fish him out by raising the temperature to unbearable degrees? He had to get out of here fast but his vision was blurring and his legs and arms were still sore from holding one position for too long; not to mention the hunger that was starting to gnaw at his stomach.

Focus. He had to get out of here. Had to destroy the database and his photo. Had to save Aunt May. Coming across another ventilation cover, Peter peered through. Dark. Check. Dank. Check. Filled with the glow of computer monitors? Check. Looked like he found HQ. He angled his head this way and that, like a bird trying to stabilize their vision, but no matter how high or low he ducked, he couldn't see the edges of the room. Could be bad…

But then he spotted it. The silver camera glinted in the dark room, reflecting a multitude of colors ever-changing. A wire connected it to a computer tower that blended into the blackness which meant…

The heat in the ventilation shaft made him clumsy, or maybe it was the experiment. The first hit against the cover dented but stubbornly stayed. The second hit had the cover popping off like a baseball, only to ricochet off the floor in a cacophony. He landed next to the crumbled remains, uncaring of the pop of his knees, and reached for the camera.

"Not so fast," hissed Doc Ock as he morphed out of the shadows. His spider-sense screamed at him, but Peter paid it no mind as he dodged the annoying arms, except he probably should've paid it _some_ mind because when he landed again, a thousand red eyes peered at him. "Minions, attack!"

Grabbing the ventilation cover with his webs, he swung it around, creating a radius of protection as the bots skittered forward. "Yeesh, don't you have anything better to do than create little creepy octobots?" In between rotations, he spotted a monitor rivaling JJJ's at Time Squares, hard to miss really, with his picture on it: mask off, full spidey regalia, unconscious. Next to his picture was a flash of faces: a blond girl, a large chinned man, a teen with dreads; each face being compared in seconds before moving onto the next, some faces lingering longer than others. There was a bar below it, increasing in size ever so steadily. 80% complete.

One of the octobots grabbed his makeshift bludgeoning weapon while he was distracted. "Hey, legs off the merchandise!" he yelled as they started to play tug of war. Dumb things couldn't even register commands because next thing Peter knew, they were swarming him, jumping on his back and trying to pinch his toes. He threw one that was climbing up his shoulders onto the floor and smashed it under his foot before jumping to the ceiling. "Ha!" he said, a little too soon, because the things started going on either side of the room and climbing the walls.

"Okay, enough's enough." He web-grabbed the camera and yoinked it, then crushed it beneath his hands. He flipped off the ceiling and onto the ground. A cry ripped itself from his throat as a claw wrapped around his ankle.

"You insolent little bug," growled Ock as he pulled the ground from underneath Peter and dangled him several feet in the air. "I should squash you."

"Doc, Doc, Doc," Peter tutted, "Everyone knows spiders aren't bugs. They're arachnids. Say it with me, ' _A-Rach-Nids'._ Do you even have a real doctorate?"

Peter twisted mid-air and shot a web at the computer tower and keyboard. There was a weird ringtone sound and low keening noise as some buttons were inadvertently pressed but he ignored it in favor of smashing both the tower and keyboard at Doc Ock's face. The claw dropped him as popped keys flew to the floor. Peter left the wounded Doc Ock on the floor and jumped to the ceiling as the room fell into the darkness; the huge monitor displaying the message 'No Input' and nothing else. The octobots seemed to have terrible night vision, which he was grateful for, but they instinctively guarded the exits including the vents. Welp, no sneaking out that way.

"Where did you go you despicable little-"

"Ah, ah, repeat after me. A-Rach-"

A feral growl rose in venomous pitch and Peter clamped his mouth shut. Best not to disturb the beast. Little red lights swarmed in the darkness but they whirled in circles, directionless. Peter crawled along the roof but found each inch gained created a wave of dizziness. Usually, he could hang upside down for a good several minutes before blood rush got to him, but his time in captivity might've cut that down by a lot. He crawled to the nearest vertical wall and righted himself, but the nausea lingered. Well, that wasn't good.

He pressed his face against the cold metal wall. Doc's metal arms were doing something, clicking and clacking, but it was on the exact opposite of the room and it didn't _sound_ dangerous. His spider-sense wasn't going off, at least. But then the lights burst on and he slammed his eyes shut as bile crawled up his throat. It was too much, too bright. The marching of a hundred tiny legs thudded against his skull as the octobots zeroed on his location.

"Any chance we can take a break?" he asked weakly as Octavius approached.

"No."

"Fine," he sighed, "have it your way then."

The fight was a blur of legs and arms and kicks and punches and one memorable attempt at tying a knot using Ock's arms like Flash used to tie his shoelaces together in Kindergarten, but the heat only seemed to rise and the room was shaking and the lights had the intensity of a thousand suns. It all came to a head when an octobot got near enough to claw at his arm. Peter knocked it off with a sluggish punch, but it had been holding tight to his glove and a piece ripped off as it flew away. Then he saw it.

His body, which he had thought became tight and uncomfortable from the soreness of captivity, was changed. Brown little strands unfurled from under the tear in his suit, reaching for the fresh air it had been deprived of, and Peter stared at them in horror.

"What did you do to me?" he asked, except he knew, didn't he? He had been experimented on. That was where the organic webbing came from, but this!? It looked like the stuff spiders had, not quite fur but not human hair either. He'd had it before, he knew logically, these things were what allowed him to walk in the walls in the first place but they'd never been so… _visible_. He patted his suit and found there was give to it; as if there was a layer of fine spider hairs everywhere instead of the solid muscle he expected. He raised his hands to his face…

"It's not what I _did_ to you. It's what I am _currently_ doing to you. Aren't you pleased?" Ock grinned, crooked and uneven. His face had bruises from punches and the goggles he wore were cracked, but it did nothing to hide the crinkling of his eyes. "It's only a little experiment. In fact, you can say I'm returning things to where they belong. I'll be honest, I would've thought you'd be done by now - my first test subject had what you'd call a rapid transformation - but as a scientist, I should've known better than to expect similar results from a small sample size. Judging by your symptoms, I'd say we're just beginning. I am honored you chose me to help you along this journey; your body ripping itself limb to limb and restructuring itself from inside out as the serum wrecks havoc on your DNA."

The words left Peter's mouth in a pained whisper, "The Green Goblin serum."

"Not as dumb as you look. By the time the serum is done with you, you'll be more spider than man."

He threw a punch but Ock caught his wrist like it was nothing more than a piece of silly string. Peter's entire body shook, his lids feeling almost too heavy to lift, but he could still lift his foot in a kick. Another arm caught it by the ankle. He remembered Norman; the way the serum ripped through him, turning pink human skin into large green scales that could rival the Hulk's. Did Green Goblin feel dizzy afterward? Did he get so nauseated that it was hard to tell up from down? No, Green Goblin had immediately started attacking afterward, ready and fit to fight. Why did he always have bad luck?

"You won't get away with this." he said through gritted teeth.

"Oh? And who will stop me? Face it, you're losing this fight. Look at you," a rotten smell filled his nose, "you're surrounded, sick, your teammates have no idea where you are, and you can't even open your eyes. Give up."

It was true. Somewhere between throwing his punch and now, his eyes fell closed, and no matter how much he willed it, they wouldn't open, but that didn't mean other parts of him still weren't working. Saliva pooled at the back of his mouth and he waited until the air pressure against his face was the strongest. Wait for it… Wait for it…

Hit! The claws around his hand and ankle loosened as the gob of spit landed hopefully somewhere near Octavius' face. Preferably his open mouth. "Why you-!" Peter only had a moment of victory before his spider-sense drove him to the ground with its intensity. With the double whammy that was his precognition screaming at him and Ock's gut-wrenching punch, it was only natural that he passed out.

.

For a second, Peter thought he'd been blinded. Darkness surrounded him and it made it hard to tell if he was even conscious, but then came the familiar hum of the fridge and it fell into place. He was right back where he started. How long had he been out this time? He tried prying his eyes open but they stayed stubbornly stuck together.

Something brushed against his skin - or his fur. Nothing solid, but rather a brush of air that told him he wasn't alone. Ock.

"Oh, are you awake? I can see your pupils moving behind your lids. Or have you gone into the REM stage of sleep? Having a nightmare, perhaps?"

"You're here, aren't you?"

Ock grumbled. Even in the darkness, he could imagine the displeased frown and the oily, long hair dangling in front of his face. "Tough words from the superhero who got knocked out twice. Ey, Peter Parker?"

His heart stuttered in his chest and the room shrunk in size. Ock continued on in a far too pleased tone, "You didn't think destroying my computer was going to set me back, did you? I had another program running on one of my laptops. In fact, they had pinpointed your identity a few seconds after you passed out. Peter Parker, age 16, a junior at Midtown High. Address: 20 Ingram Street, Forest Hills, Queens."

"You-" He lurched forward but familiar cuffs had him locked in place. He bared his teeth but it felt useless when he couldn't see his target.

"Now, now, you don't want anything to happen to your dear Aunt May, do you?"

He knew about Aunt May. It was over. Over. He slumped against his chains and tried not to wallow in despair as Ock cackled.

"What are you going to do with me now? Kill me?"

"That would be too easy for the pain you've put me through. No, I'm going to let the experiment run its course and then afterward… Well, we'll see. I'll be checking on you every hour so don't be a bad patient, Peter."

He shivered as the Ock spoke, the poison of his mouth distorting the familiar syllables of his name. The air shifted as Ock moved back and soon came a familiar woosh and a lock clicking in place. He tried to lift his eyelids, but the light still hurt even with them closed and so he turned away from the light, letting his head fall. This was it. This was all his nightmares wrapped in one. Doc Ock knew and there was no telling what he'd do if Peter acted up. There was no telling what he'd do even if Peter behaved either. With all the 'grief' he'd caused the Octopus, it could only be a matter of time before Aunt May was targeted anyway.

' _Please,'_ he thought. ' _Not her. Anybody but her.'_ He thought of his team: Sam, Luke, Danny, and Ava. They had to have noticed he was gone by now. Hopefully, they'd know things were amiss and could protect her. He hoped the first thing they thought of was protecting her because if they didn't…

If they didn't... if something happened…

He would never forgive them.

.

.

.

Time was getting iffy. The only reason he was positive an hour hadn't passed was because Ock hadn't visited, but then again, in this heat, he could've forgotten his own name. Sweat pooled in his pits and the nape of his neck and his hair fell limp against his clammy forehead. Each inhale hurt like swallowing tumbleweeds; thorny, bone dry, stinging tumbleweeds, and his newfound spider-fur seemed to frizz in the humid air.

It was the experiment. It required energy to restructure him and the experiment was burning through his energy fast. What now? Was he getting extra arms? Eyes? A new set of - of whatever spiders had in front of their mouths? Mandibles? No, it had a different terminology, he was sure of it. Started with a 'p' or an 'f' maybe. He should know this, he was _Spider-_ Man, after all.

Peter flexed his wrist. His arms had gone back to itching with a bonus bloated feeling to them. He tried to shoot a web but his wrists had been covered by a material close to duct tape or actual duct tape and nothing escaped. It wasn't like his webs could help with his eyes closed and Ock no doubt removed anything useful for escaping. He was stuck. With itchy wrists and bloated arms, he was stuck.

Which was a shame, because he would've liked to learn more about his new abilities, especially the spider silk. His webs were chemically made to disappear but did spider silk disappear? He knew spiders redid their webs once they were damaged but hadn't put much thought as to how long they'd last naturally. Would his last long? He imagined swinging through New York with webbing that didn't dissolve and the aneurysm JJJ would have. "That Spider-Man is littering our New York and it's time someone stopped that menace!"

He wondered if he couldn't use the silk. If it replenished as fast as he thought as he did, he might be able to learn some knitting and weave it. It would certainly cut costs on clothing and if he did it right, and if his webbing was akin to actual spider silk, he might have an outfit stronger than kevlar. He could make an entirely new spider suit out of his own webbing. Talk about efficiency!

A buildup of sweat on his upper lip dripped into his mouth. Despite the grossness, his tongue darted out to taste it. It had been so long since he'd had a glass of water. Since 2 PM at least, if not before, and not to mention food. He'd had lunch at the latter half of 12 and now it was somewhere past 9, and with the serum no doubt using his own energy to fuel his transformation, it could only be a matter of time…

What if it wasn't too late? What if he escaped and went to Doc Connors and joked about evil scientists with too much time on their hands while Connors rolled his eyes, administering the antidote with a barely-felt prick because there had to be an antidote. There was no way Peter Parker was going to junior prom with fur out the wazoo. Think of the scandal - the upset! He might as well throw his pristine, lovable reputation out the window!

Peter chuckled and pretended the salty liquid that reached his tongue was just the sweat.

.

Burning. Burning. Everything burned. Gums on fire, lids too heavy, entire torso set aflame. Spurts of pain wracked his frame and he twisted and turned in its hold. The cuffs holding his wrists creaked dangerously but would not budge.

"Still alive I see," a cool voice said. Not cool enough. Not cool in any helpful way to ease the pain in his body. "Let's see here. Oh, we're coming along nicely. Hyper-pigmentation, a new layer of trichobothria, and it seems you've gotten quite the overbite. I would say this experiment is turning out to be a success. Wouldn't you, Peter?"

"Water," he begged with a tongue too thick and his mouth… brushing against each other. "Please, I need water."

"I suspected you would," said his captor. The air shifted and the refrigerator door opened. A clink of glass. The door shut. Vibrations brushed against his many hairs, creating a fuzzy picture of the room. He opened his mouth in preparation. "Here you go," said Octavius.

The cup was brought to his lips and a higher part of his brain cautioned him against a trick, but his spider-sense hadn't gone off and so he sipped. He only had two sips before the water was splashed in his face and the pitcher, the large, overly-full pitcher, was shattered at his feet. "Oops." said the Octopus.

His mouth was dry but his blood was boiling. "I'LL KILL YOU!" roared the Spider. The platform shook from how hard he sprang forward but the shackles did its job. "Stupid Octopus! I'll tear you to pieces and have you for my next meal!"

The Octopus had backed up until his useless hip hit the counter. His voice was shaky, like a fly struggling before its last moments, "Ah. It seems the experiment has produced raised aggression levels, or perhaps it's the dehydration and hunger." He tried to cover it up. Act as if he had been unaffected, but he knew better. The Octopus was scared of the Spider and the web he'd inevitably weave around them both. It was only a matter of time.

"I'll kill you," he stated as he lapped at the water drops still on his skin. "You should say your goodbyes now, little cephalopod."

The slap arrived in slow motion, the air from the slap warning him long before the actual slap followed through. He took it because there was no dodging it, but it meant nothing to him. Only more useless struggling.

"Did you forget who I am? What I know? I would stop this haughtiness or else say goodbye to your precious Aunt. Is that what you want, _Peter_? Want something to happen to Aunt May?"

Peter. Yes, he was Peter. He had a family he had to protect. For Aunt May. Remember Aunt May.

"No," he muttered.

"What was that?"

"No," he stated.

"That's a good little spider. Threaten me again and we'll see how well she fares afterward. Got it?"

The burning, which had lessened with the splash of water, returned with a vengeance. Burning. Burning. Everything burned. His eyes and his ears and his crawling, itching skin, and his fingers, and his writhing topsy-turvy stomach screaming in agony. He felt bloated and ripped apart all at once; his sides _burning_. The last thing Peter heard was a vague high note - whimpering, someone was whimpering - before the world turned shapeless and indistinct once more.

.

Hunger. It ached in his belly and his pedipalps rubbed against each other in anticipation. His eyes still could not open, but that was okay because all he had to do was wait for the vibrations. There was no food in this room. He could search for some, but when you hungered this much, you didn't chase down your prey, you let your prey come to you. It was only natural.

Standing patiently, the Spider folded his hands behind his back and waited.

.

The building shook. His eyes still would not open but the rumble was hint enough. Beakers rattled against their glass cabinets, the lights flickered beyond his eyelids - he gave thought to escaping, to leaving and finding food elsewhere but he was weakened and he needed a meal before leaving. No, he was _having_ his meal before leaving.

And here it came. The clicks and clacks came in rapid succession as it approached from down the hall, making a left and then a right, pressing buttons on the keypad outside before the door swooshed open.

"What's the meaning of this?" asked the Octopus, fear coating his voice. Good. Fear meant struggle. Struggle meant a quicker meal. "What did you do?"

He didn't respond. The building shook harder and several beakers came tumbling out of cabinets. The Octopus, frightened by the shaking, entered the room fully. His head was turned towards him, and so the Spider let himself appear non-threatening. Asleep. The Octopus got closer, too focused on his face rather than other, more important things.. Wait for it… Wait for it…

"If it isn't you, then who…? Don't tell me it's your team. Oh well, I guess that means I'll have more test subjects-"

The Spider sprang forward. Bringing his second set of arms forward, he grabbed the Octopus by his arms and using his third set, he broke off the cuffs holding him in place. They crumbled apart like pieces of chalk.

"What the-" the Octopus yelled as the Spider pulled him back.

"Octopus has eight limbs. Spider does too. But four of yours are useless." Holding both of said useless arms, the Spider easily caught another two of the Octopus' mechanical ones as they tried to dislodge him. Then the Octopus started struggling.

"Your Aunt May-"

"If Octopus becomes Spider's next meal, there would be no worry about protecting."

"You've gone insane."

"And whose fault is that?" He laughed as the Octopus cowered back. He ripped the duct tape off his first two arms and prepared his webs, but the Octopus was crafty and used his remaining legs to launch himself into a headbutt. Still weakened with hunger, he fell to the ground, his head bouncing off the linoleum. The floor was still wet with water and hard-edged glass shards but the glass couldn't pierce his exoskeleton and so he paid them no mind. The building kept shaking, a portentous omen.

"We can fix this," said the Octopus as he shrunk back, "together. We can face whatever's trying to blow us up and it can be your next meal."

" _You're_ my next meal."

He leaped forward and grabbed the arm that came for him. He yanked it until metal shrieked through the air and the Octopus cried out, unbalanced without a fourth arm to support him. The Spider threw the inedible arm away. Chemicals from broken beakers coated the floor, mixing and spreading and creating an odious mess but he walked through regardless, enjoying the way the Octopus scrambled against the wall, bumping against the computer and sending the keyboard and monitor flying as he tried to climb the wall in his haste to escape. No escape for his meal this time.

It happened in quick succession. First, a fire started between them, small but growing better. Second, his spider-sense started going off. He raised his wrists to web the Octopus to the wall but the sprinkler system kicked in, dowsing him in water and making the air vibrations fuzzy. Then, before he could do anything to stop it, the Octopus' claw hit his neck with enough force to choke him, there was a click, and then he couldn't move at all. He could only breathe as the sprinklers drenched him.

"Tch. Note to self: when testing subjects, get a cage. A big one. Come on," the Octopus started toward the door, three legs carefully picking its way past the wreckage, "I was going to test this out when your transformation was done but you've proven quite the problem. Let's check what's causing this ruckus."

The Octopus led the way and the Spider followed obediently, except he didn't want to. He yelled for his arms to lift, for his legs to stop, but he could only twitch helplessly. The arms and legs would not listen. The collar was tight around his neck.

"This could work out for both of us. If these are your pesky teammates then you'd have your choice of a next meal. That is, after my experiments are done. You see, I've found that experimenting on civilians hasn't been producing the results I've wanted and most don't even survive into the final stages, so I've had to change course by experimenting on super-powered or already genetically altered subjects. I'd say you were my first target, but the truth is, you were simply the first superpower to fall for the trap."

A low growl rose in the Spider's throat. Spiders don't fall for traps. Spiders construct the trap. And what was this about a team? Spiders worked alone… except, he had been waiting on someone, hadn't he? Yes, he had been waiting for them. They'd finally come for him but now they were to be his meal. The Spider was...conflicted.

The building shook one last time, stronger than before and concentrated above them. The Octopus hissed a simple command, "Protect me," before the ceiling caved in with a wrench and squeal of metal. Air. Sweet, fresh air from the outside world brushed against his hairs, sending vibrations of empty air too vast to comprehend. It caused the world to blur to the point of near blindness.

"You!" hissed the Octopus, hiding behind the Spider.

"Us," said a deep voice. "Tell us where you hid Spider-Man or else."

"What're you doing? You heard them threatening me; go and fight them!"

His body moved into a fighting stance without his permission. Someone landed next to him and he swiped at them but his opponent was lithe and quick. His stomach clenched and roiled as he chased after them. "Uh, guys, I don't think Spider-Man's hiding."

"No way," said a floating voice from above, " _that's_ -? He's more spider than man…"

"Oh, that's messed up," said the large shadow from above. Too large. The Spider shot his webs before the large one could jump down while punching at the lithe one.

"We do not want to fight Spider-Man," said a shadow in the corner. The lithe one climbed through the hole they made in the ceiling and was trying to claw off the webs to help their friend, except that was the _Spider's_ meal. The Spider's and no one else's. He climbed his own way up the wall and tackled her off, lowering himself to all eight in warning.

"Oh, this is going to give me nightmares," stated the flying one as he hovered about. He'd prefer his prey to be on solid land or solid web, but it was no trouble to aim his webs and listen as the flier collided with the ground from the sheer force of his silk. He turned back to his prey and opened his maw. He awaited the sweet, soft tear of flesh and a final end to his hunger, but instead, his fangs could find no entry point and he gnawed at the unbreakable skin with increasing frustration.

"Uh, guys, I think Spider-Man's trying to eat me!" called the inedible prey.

"Okay, now _that's_ messed up."

Withdrawing with a growl, the Spider turned his sights onto his other prey. Jumping the hole in a single leap, he landed next to the squiggling fly.

"Mayday! Mayday! I think he's going to try eating me next!"

"Spider-Man, this is not how we treat our friends," said the too calm one. Something glowed beyond his eyelids and he reared back, lashing out with two his right side fists but this one was quick too. "I'm sorry to do this," said the Glow as he fought. The Spider dodged as best he could, but the light was blinding and one or two punches landed against his exoskeleton. He lowered himself to his hands and knees and skittered paw after paw to the meal, whose scream pierced the air. He opened his maw in anticipation.

The Glow pulled him back by his collar and punched him across the jaw. He reeled all six paws back but a cry stopped him at the last second.

"Fool, stop fighting him and protect me!" yelled the Octopus. The lithe one had him cornered down below, claws out.

"Give us back, Spider-Man!" she demanded. The Spider jumped between the two and opened his maw in warning.

"The collar! Destroy the collar!" cried the Glow.

The claws brushed against his fur, but barely scratched his exoskeleton. The collar fell to the ground with a clatter and the Spider rolled his now loose shoulders gratefully. He waited for the lithe one to attack him but she stood motionlessly, waiting for his next move. It didn't take long to decide.

"Meal now," he growled, turning to the one who tried to control him, to make a fool out of him. The Octopus had already gotten a head start, his long limbs navigating through the wreckage with ease but he had three working legs and the Spider had eight.

"Wait!" yelled the lithe one before an explosion sounded somewhere behind them. "Oh, what _now_?"

The building began shaking anew. Grunts of pain and yells of shock faded away as they went deeper into the building, the large hallways, the flickering lights. Without the collar, his body had become weighted, like it was only a matter of when, not if, he would go down on trembling legs and ribs too small for his expanding lungs, but none of that mattered so long as the Octopus came down with him. The Octopus who had captured them, who had changed them, who had ripped them apart and put them back _wrong._

' _I don't kill_ ,' said a tiny, half-forgotten voice.

' _I do,_ ' said the Spider and that was that.

He was gaining on his prey and he took vicious satisfaction on stomping on the unpaired arm and watching as the Octopus sprang back, his eyes nothing more than little black dots. There was no saving the third arm, not without unbalancing himself, and so the Octopus didn't try and let him get rid of the dead weight before racing away at a much slower pace than before. It could've been over in milliseconds, he could've webbed his prey then and there, but he also could've had his prey that first time, when the prey had come to him; if the Octopus would not grant him the satisfaction of an easy meal, then he would not grant the Octopus the satisfaction of a quick death.

They had come across a familiar corridor. The sprinklers were still running, leaving puddles of water in the hallway and the door was stuck between opening and closing, the two halves never meeting in the middle. He caught up to his prey then, savoring the way the Octopus gave up mobility for attacking, before he ripped the last two arms off and the body fell to the ground, limp and useless. Finally...

His spider-sense went off a moment too late. He only had a moment to shield his face before an explosion burst from the lab, white-hot flames licking his skin before the force threw him into the wall.

He crumpled to the ground as the ceiling caved in around him.

.

Dark. Dark and quiet. That was always how the Spider woke, and this time was no different. It was dark and quiet and _small._ Too small. The air was stagnant, making him half-blind, and the hairs had been burnt off his right side, making his lack of sight especially disadvantageous. He tried to shift around, but a pain in his ribs had him frozen. Weak. Hungry. Except there was a meal nearby, wasn't there? The Octopus couldn't have gotten far, not on his own anyway.

He patted the ground, six arms mapping out the nearby area before one came across a familiar metal pincer. Ravenously, he followed the arm 'til its end, before remembering he had ripped the arm from the Octopus right before the explosion. But the Octopus couldn't be too far, could it? He stretched into a standing position, but could only get his torso up so far before his abdomen stung and he was back on the floor, curled into a ball.

.

"Help!" cried Peter. "Somebody help!" It was dark and if he concentrated hard enough, he could hear fighting in the distance, but then it would die down and he couldn't be sure it was real in the first place. He'd been here for too long, he knew it by the rumbling in his stomach and the ache in his head. It was stuffy in here, his hands colliding with debris too large and heavy for him to lift. Maybe if he had food…

"I need help," he muttered, hanging his heavy head on the rocks he couldn't move. "I need… I need home." Memories of the day passed by in a blur, bits and pieces blurring to the point of incomprehensibility. Ock had found out his identity and he'd been turned into something awful and… and his team. He was sure his team was around here somewhere, if only they could find him and save him and send him home. "Please somebody help…"

Nobody responded.

.

The rocks underneath his head budged. He shifted as air came into the little cavern he'd been trapped in, brushing against his skin and giving him an incomplete picture of the world's motion.

"Now what do we have here?"

"Hungry," he whimpered.

His savior chuckled. "Come with me and you'll have food in your belly in no time."

Something, a hand, he guessed, lowered itself in front of him, but it wasn't enough. He wanted to _see_ his savior, wanted to stop relying on his spider-sense and vibrations to see. The eyelids, which had felt so heavy this entire time, finally opened and he blinked his eight eyes as his vision was filled by a large figure back-dropped by a million twinkling stars.

"So, what do you say?" said the green figure, his meaty scaled hand outstretched.

The Spider took his hand gratefully.

**Author's Note:**

> [Twitter](https://twitter.com/Neverweremine1)


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